EXHIBIT D



           Amended and Restated Registration Rights Agreement

                                 between

                     STANDARD MANAGEMENT CORPORATION

                                   and

                           FLEET NATIONAL BANK




<PAGE>

                                                                    1



           AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


            THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this
"AGREEMENT") is made as of April 15, 1997 by and between STANDARD MANAGEMENT
CORPORATION, an Indiana corporation (the "COMPANY"), and FLEET NATIONAL BANK, a
national banking association (the "STOCKHOLDER").


            WHEREAS, the Company and the Stockholder entered into an Amended
and Restated Revolving Line of Credit Agreement dated as of November 8, 1996
(the "Existing Credit Agreement") pursuant to which the Company was indebted to
the Stockholder for up to the principal amount of $16,000,000; and


            WHEREAS, in connection therewith, the Company executed certain
Warrants To Purchase Common Stock of the Company dated as of November 21, 1995
and July 18, 1996, respectively, in favor of the Stockholder (the "Initial
Warrants"), and also entered into an Amended and Restated Registration Rights
Agreement dated as of November 8, 1996 by and between the Stockholder and the
Company (the "Existing Registration Rights Agreement"); and


            WHEREAS, the Company has requested that the Stockholder increase
the funds available to the Company under the Existing Credit Agreement up to
the principal amount of $20,000,000; and


            WHEREAS, it is a condition precedent to the Stockholder making said
increase available to the Company that (i) the Existing Credit Agreement be
amended pursuant to a certain Amendment No. 1 to Revolving Line of Credit
Agreement and Other Loan Documents dated as of the date hereof between the
Company and the Stockholder, (ii) the Company deliver an additional Warrant To
Purchase Common Stock of the Company dated as of the date hereof (collectively,
with the Initial Warrants, referred to herein as the "WARRANTS") entitling the
Stockholder to subscribe for and purchase 12,000 additional shares of common
stock of the Company; and (iii) that the Existing Registration Rights Agreement
be amended and restated in its entirety; and


            WHEREAS, certain capitalized terms used herein are used as defined
in Article 11 herein and in the Initial Warrants and the other Warrants.


            NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and intending to be legally bound hereby, the parties hereto agree
as follows:


1.    DEMAND REGISTRATION
1.1.  REQUESTS FOR REGISTRATION. (i) At any time, a holder of Warrants or
Warrant Stock may demand registration under the Securities Act of all or
any portion of the Registrable Securities owned by such holder.  In order
to accomplish such demand, a holder shall send written notice of the
demand to the Company, and such notice shall specify the number of
Registrable Securities sought to be registered.  Unless the Company
elects, at its sole option, to make a cash payment to the holder of the
Warrants or Warrant Stock as more particularly described in Section
1.1(ii) below in lieu of proceeding with a Demand Registration, the
Company shall proceed with any Demand Registration requested by a holder
of Warrants or Warrant Stock if the number of Registrable Securities
which the Stockholders (including the holder requesting the Demand
Registration) shall have elected to include in such Demand Registration
pursuant to this Section 1.1 shall be at least 51% of the Warrant Stock
issued or issuable upon exercise of the Warrants (excluding Warrant Stock
already the subject of a Demand Registration).  The minimum share amounts
specified in this Section 1.1 shall be appropriately adjusted to account
for any stock dividend, stock split, recapitalization, merger,
consolidation, reorganization or other action as a result of which
additional shares of Common Stock are issued on account of, in conversion
of or in exchange for shares of outstanding Common Stock.

           (ii)  If the holder of the Warrants or Warrant Stock makes a
demand for a Demand Registration of all or a portion of the Registrable
Securities owned by such holder, the Company may, instead, at its sole
option, elect to make a cash payment to such holder equal to the value of
the Warrants or Warrant Stock (or the portion thereof being exercised) in
an amount computed using the formula set forth in Section 2.1(iii)(2) of
the Warrants.

     1.2.  MAXIMUM NUMBER OF DEMAND REGISTRATIONS.  In no event shall the
total number of Demand Registrations exceed two.

     1.3.  PROCEDURE.  Within 10 days after receipt of a demand pursuant
to Section 1.1 hereof, the Company shall give written notice of such
requested registration to all other Stockholders and will include in such
registration, subject to the allocation provisions below, all other
Registrable Securities with respect to which the Company has received
written requests for inclusion within 20 days after the Company's mailing
of such notice, plus any securities of the Company that the Company
chooses to include on its own behalf.

     1.4.  EXPENSES.  The Company will pay the Registration Expenses of
any Demand Registration, but the Underwriting Commissions, if such Demand
Registration is underwritten, will be paid by the Selling Stockholders in
proportion to any Registrable Securities to be included on their behalf.

     1.5.  EXPENSES.  The Company shall pay the Registration Expenses of
the first Demand Registration, but the Underwriting Commissions, if such
first Demand Registration is underwritten, will be paid by the Selling
Stockholders in proportion to any Registrable Securities to be included
on their behalf.  The Selling Stockholders shall pay the Registration
Expenses and the Underwriting Commissions, if any, of all other Demand
Registrations in proportion to the Registrable Securities included on
their behalf.

     1.6.  PRIORITY ON DEMAND REGISTRATIONS.  If a Demand Registration is
underwritten and the managing underwriters advise the Company in writing
that in their opinion the number of Registrable Securities requested to
be included exceeds the number that can be sold in such offering, at a
price reasonably related to the fair value, the Company will allocate the
Registrable Securities to be included in such Demand Registration, first,
to the holders of Warrants and Warrant Stock PRO RATA on the basis of the
number of shares of Warrant Stock for which the Company has received
written requests for inclusion, and, second, to the Company, and, third,
PRO RATA on the basis of the number of Registrable Securities owned by
the Selling Stockholders.

     1.7.  SELECTION OF UNDERWRITERS.  Any Demand Registration may be
underwritten, at the election of the Selling Stockholders, and the
selection of investment banker(s) and manager(s) and the other decisions
regarding the underwriting arrangements for any such offering will be
made by the Selling Stockholders; PROVIDED, HOWEVER, that the selection
of investment banker(s) and manager(s) shall be subject to the consent of
the Company, such consent not to be unreasonably withheld.


2.    PIGGYBACK REGISTRATIONS
2.1.  RIGHT TO PIGGYBACK.  Whenever the Company proposes to register the
offer, sale or offer and sale of any of its securities for its own behalf
under the Securities Act (other than a Demand Registration), and the
registration form to be used may be used for the registrations of
Registrable Securities to be sold in the manner proposed by the Selling
Stockholders (a "PIGGYBACK REGISTRATION"), the Company will give prompt
written notice to all Stockholders and will include in such Piggyback
Registration, subject to the allocation provisions below, all Registrable
Securities with respect to which the Company has received written
requests for inclusion within 20 days after the Company's mailing of such
notice.  The Company shall not select a Restricted Form that would
preclude registration of the Registrable Securities that the Company has
been requested to include in such registration if the Company could use
another available form of registration statement which is not a
Restricted form and the use of which would not give rise to added
Registration Expenses.

     2.2.  PIGGYBACK EXPENSES.  In all Piggyback Registrations, the
Company will pay the Registration Expenses related to the Registrable
Securities of the Selling Stockholders, but the Underwriting Commissions
will be paid by the Selling Stockholders in proportion to any Registrable
Securities included on their behalf.

     2.3.  PRIORITY ON PRIMARY REGISTRATIONS.  If a Piggyback
Registration is an underwritten registration on behalf of the Company,
and the managing underwriters advise the Company in writing that in their
opinion the number of securities requested to be included in such
registration exceeds the number that can be sold in such offering, at a
price reasonable related to fair value, the Company will allocate the
securities to be included as follows:  first, the securities the Company
proposes to sell on its own behalf; second, Registrable Securities
requested to be included in such registration, PRO RATA on the basis of
the number of Registrable Securities owned, among the Selling
Stockholders; and third, securities requested to be included in such
registration by any stockholders of the Company other than the Selling
Stockholders.


 2.4. WITHDRAWAL OR ABANDONMENT.  Nothing contained in this Section 2
shall be construed as limiting or otherwise interfering with the right of
the Company to withdraw or abandon in its sole discretion any
registration statement filed by it in connection with a Piggyback
Registration notwithstanding the inclusion therein of Registrable
Securities.

3.    HOLDBACK AGREEMENTS

 Each of the Stockholder and the Company agree not to effect any public
sale or public distribution of equity securities of the Company of any
securities convertible into or exchangeable or exercisable for such
securities during the 7 days prior to and the 180 days after any
underwritten registration of equity securities of the Company becomes
effective (except as part of such underwritten registration or except in
connection with obligations of the Company existing on the effective date
of the registration statement relating to such underwritten offering).

4.    REGISTRATION PROCEDURES

 Whenever the Stockholders have requested that any Registrable Securities
be registered pursuant to Section 1 of this Agreement, unless the Company
elects, at its sole option, to make a cash payment to the holder of  the
Warrants or Warrant Stock as more particularly described in Section
1.1(ii) above in lieu of proceeding with a Demand Registration, the
Company will, as expeditiously as possible, or whenever the Stockholders
have requested that any Registrable Securities be registered pursuant to
Section 2 of this Agreement, the Company will, to the extent applicable:
          (a)   PREPARATION AND FILING OF REGISTRATION STATEMENT.
Prepare and file with the Securities and Exchange Commission a
registration statement with respect to such Registrable Securities and
use its best efforts to cause such registration statement to become
effective (provided that before filing a registration statement or
prospectus or any amendments or supplements thereto, the Company will
furnish each Selling Stockholder with copies of all such documents
proposed to be filed).

          (b)   PREPARATION AND FILING OF AMENDMENTS AND SUPPLEMENTS.
Prepare and file with the Securities and Exchange Commission such
amendments and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to keep such
registration statement effective for the greater of (x) a period of not
less than 120 days or (y) until the Registrable Securities included
therein have been sold.

          (c)   COPIES OF DOCUMENTS.  Furnish to each Selling Stockholder
such number of copies of such registration statement, each amendment and
supplement thereto and the prospectus included in such registration
statement (including each preliminary prospectus), and such other
documents as such Selling Stockholder may reasonably request in order to
facilitate the disposition of the Registrable Securities included therein
owned by such Selling Stockholder.

          (d)   BLUE SKY QUALIFICATIONS.  Use its best efforts to
register or quality such Registrable Securities under such other
securities or blue sky laws of such jurisdictions as the Selling
Stockholders or managing underwriters may reasonably request; PROVIDED,
HOWEVER, that in connection with any such registration or qualification
the Company shall not be obligated to file a general consent to service
of process, or to qualify to do business as a foreign corporation, or
otherwise subject itself to taxation in connection with such
qualification or compliance.

          (e)   NOTIFICATION OF EFFECTIVENESS; AMENDMENTS.  Notify each
Selling Stockholder at any time when a prospectus relating to the
Registrable Securities included therein is required to be delivered under
the Securities Act within the period that the Company is required to keep
the registration statement effective of the happening of any event as a
result of which the prospectus included in such registration statement as
theretofore amended or supplemented contains an untrue statement of a
material fact or omits any material fact necessary to make the statements
therein not misleading, and, at the request of any such Selling
Stockholder, the Company will prepare a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein not misleading.

          (f)   LISTING.  Cause all such Registrable Securities to be
listed or included on securities exchanges on which similar securities
issued by the Company are then listed or included.

          (g)   TRANSFER AGENT AND REGISTRAR.  Provide a transfer agent
and registrar for all such Registrable Securities not later than the
effective date of such registration statement.

          (h)   OTHER AGREEMENTS.  Enter into such customary agreement
(including an underwriting agreement containing customary terms and
conditions, including usual and customary indemnification provisions, in
form reasonably acceptable to the Company) and take such other customary
actions as may be reasonable necessary to expedite or facilitate the
disposition of such Registrable Securities.

          (i)   LETTERS FROM INDEPENDENT ACCOUNTANTS.  Obtain a "cold
comfort" letter addressed to the Company from its independent accountants
in such form and covering such matters of the type customarily covered by
"cold comfort" letters delivered by such public accountants.

          (j)   INSPECTION OF RECORDS.  Make available for inspection by
any Selling Stockholder, and, upon execution of a confidentiality
agreement mutually acceptable to all parties, by any underwriter
participating in any disposition pursuant to such registration statement
and any attorney, accountant or other agent retained by any such seller
or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company's
officers, directors and employees to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent
in connection with such registration statement.


5.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 The Company hereby represents and warrants to the Stockholders:
     5.1.  DUE ORGANIZATION AND GOOD STANDING.  The Company is a
corporation duly organized and validly existing under the laws of its
jurisdiction of incorporation and is duly qualified as a foreign
corporation in each jurisdiction in which the failure to be so qualified
could reasonably be expected to have a material adverse effect on the
Company.

     5.2.  DUE AUTHORIZATION; BINDING EFFECT.  The execution and delivery
of this Agreement by the Company has been duly authorized by all
necessary corporate action and this Agreement constitutes the legal,
valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms.

     5.3.  NO VIOLATION OR DEFAULT.  The execution and delivery by the
Company of this Agreement does not, and the performance by the Company of
its obligations hereunder will not, violate any provisions of its charter
or by-laws or constitute a default under any other agreement to which the
Company is a party or by which it or its assets may be bound.


6.    REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

 The Stockholder represents and warrants to the Company:
     6.1.  DUE ORGANIZATION AND GOOD STANDING.  The Stockholder is a
national banking association, duly organized and validly existing under
the laws of the United States of America and is duly qualified as a
foreign corporation in each jurisdiction in which the failure to be so
qualified could reasonably be expected to have a material adverse effect
on such Stockholder.

     6.2.  DUE AUTHORIZATION; BINDING EFFECT.  The execution and delivery
of this Agreement by the Stockholder has been duly authorized by all
necessary action and this Agreement constitutes the legal, valid and
binding obligation of such Stockholder enforceable against such
Stockholder in accordance with its terms.

     6.3.  NO VIOLATION.  The execution and delivery of this Agreement by
the Stockholder does not, and the performance by such Stockholder of its
obligations hereunder will not, violate any provision of the
organizational documents of such Stockholder.

     6.4.  NO DEFAULT.  The execution and delivery of this Agreement by
the Stockholder does not, and the performance by such Stockholder of its
obligations hereunder will not, violate any other agreement to which such
Stockholder is a party or by which any of its assets may be bound.


7.    Information Regarding Selling Stockholders


 Each Selling Stockholder shall provide to the Company such information
as may be reasonably requested by the Company for use in the preparation
and filing of any registration statement covering Registrable Securities
owned by such Selling Stockholder, and the obligation of the Company to
include Registrable Securities in any registration statement on behalf of
any Selling Stockholder shall be subject to such Selling Stockholder's
providing such information as promptly as practicable.

8.    Indemnification
8.1.  INDEMNIFICATION BY THE COMPANY.  The Company hereby indemnifies, to
the extent permitted by law, each Selling Stockholder, its officers and
directors, and each person who controls such holder (within the meaning
of the Securities Act), against all losses, claims, damages, liabilities
and expenses arising out of or resulting from any untrue or alleged
untrue statement of material fact contained in any registration
statement, prospectus or preliminary prospectus or any omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading except
insofar as the same occurs in reliance upon and in conformity with any
information furnished in writing to the Company by any Selling
Stockholder expressly for use therein or is caused by any such Selling
Stockholder's failure to deliver a copy of the registration statement or
prospectus or any amendments or supplements thereto after the Company has
furnished such Selling Stockholder with copies of the same.

     8.2.  INDEMNIFICATION BY THE SELLING STOCKHOLDERS.  In connection
with any registration statement in which a Selling Stockholder is
participating, each such Selling Stockholder will furnish to the Company
in writing such information as is reasonably requested by the Company for
use in such registration statement or prospectus and will indemnify, to
the extent permitted by law, the Company, its directors and officers and
each person who controls the Company (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and
expenses arising out of or resulting from any untrue or alleged untrue
statement of material fact or any omission or alleged omission of a
material fact required to be stated in the registration statement or
prospectus or any amendment thereof or supplement thereto or necessary to
make the statements therein not misleading, but only to the extent that
such untrue statement or omission or such alleged untrue statement or
alleged omission occurs in reliance upon and in conformity with
information so furnished in writing by such Selling Stockholder
specifically for use in the registration statement.

     8.3.  PROCEDURES AS TO INDEMNIFICATION.  Any person entitled to
indemnification hereunder shall (i) give prompt notice to the
indemnifying party of any claim with respect to which it may seek
indemnification and (ii) unless in such indemnified party's reasonable
judgment a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying
party to assume the defense of such claim with counsel reasonable
satisfactory to the indemnified party.  If such defense is assumed, the
indemnifying party will not be subject to any liability for any
settlement made without its consent (but such consent will not be
unreasonably withheld).  An indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim will not be obligated to pay
the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless
in the reasonable judgment of any indemnified party a conflict of
interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim.

          8.4.  CONTRIBUTION. If the indemnification provided for in this
Section 8 is held by a court of competent jurisdiction to be unavailable
to an indemnified party with respect to any loss, liability, claim,
damage, or expense referred to therein, then the indemnifying party, in
lieu of indemnifying such indemnified party hereunder, shall contribute
to the amount paid or payable by such indemnified party as a result of
such loss, liability, claim, damage, or expense in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on
the one hand and of the indemnified party on the other in connection with
the statements or omissions that resulted in such loss, liability, claim,
damage, or expense (including legal fees or expenses) as well as any
other relevant equitable considerations.  The relative fault of the
indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the
indemnified party and the parties' relative intent, knowledge, access to
information, and opportunity to correct or prevent such statement or
omission.  The Company and each holder of Registrable Securities agree
that it would not be just and equitable if contribution pursuant to this
Section 8.4 were determined by PRO RATA allocation or by any other method
of allocation which does not take into account the equitable
considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 8, an indemnified Holder
shall not be required to contribute any amount in excess of the net
proceeds received by the indemnified Holder from the sale of the
Registrable Securities.  No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent
misrepresentation.


9.    Condition to the Company's Obligations

 In connection with an underwritten offering, it shall be a condition to
the Company's obligations to include Registrable Securities on behalf of
any Selling Stockholder that the underwriters agree to indemnify the
Company, its directors and officers and each person who controls the
Company (within the meaning of the Securities Act) against any losses,
claims, damages, liabilities and expenses arising out of or resulting
from any untrue or alleged untrue statement of material fact or any
omission or alleged omission of a material fact required to be stated in
the registration statement or prospectus or any amendment thereof or
supplement thereto or necessary to make the statements therein no
misleading, but only to the extent that such untrue statement or omission
or such alleged untrue statement or alleged omission is contained in
information furnished in writing by such underwriters on their own behalf
specifically for use in preparing the registration statement.

10.   FORM S-3 AND RULE 144
10.1. AVAILABILITY OF SHORT FORM.  The Company represents and warrants
that it meets and will use its best efforts to continue to meet the
requirements which must be met by the Company in order for the
Registrable Securities to be registered in a Demand Registration on Form
S-3 under the Securities Act or any comparable or successor form or
forms; and the Company further represents and warrants that it has
registered the Common Stock and will use its best efforts to register any
other Registrable Securities and maintain the registration of any
securities registered under the Securities Exchange Act of 1934 in
accordance with the provisions of that Act.

     10.2. CONDITIONS OF RULE 144.  The Company represents and warrants
that it satisfies and will use its best efforts to continue to satisfy
the conditions set forth in Rule 144 under the Securities Act which must
be satisfied by an issuer in order for a holder of restricted securities
to sell such securities under the provisions of such rule, including the
timely filing of all reports required to be filed under the Securities
Exchange Act of 1934, as amended.


11.   Definitions
11.1. AGREEMENT.  The term "AGREEMENT" shall mean this Registration
Rights Agreement, as the same may be amended from time to time.

     11.2. COMMON STOCK.  The term "COMMON STOCK" shall mean the Common
Stock, no par value, of the Company.

     11.3. COMPANY.  The term "COMPANY" shall have the meaning set forth
in the first paragraph of this Agreement.

     11.4. DEMAND REGISTRATION.  The term "DEMAND REGISTRATION" shall
have the meaning set forth in Section 1.1 hereof.

     11.6. PIGGYBACK REGISTRATION.  The term "PIGGYBACK REGISTRATION"
shall have the meaning set forth in Section 2.1 hereof.

     11.7. REGISTRABLE SECURITIES.  The term "REGISTRABLE SECURITIES"
means any Common Stock registered in the names of the Stockholders from
time to time, any Warrant Stock issued or issuable upon exercise of
Warrant, and any securities issued or to be issued with respect to such
securities by way of a stock dividend or stock split or in connection
with a combination of shares, recapitalization, merger, consolidation or
other reorganization.  As to any particular Registrable Securities, such
securities will cease to be Registrable Securities when they have been
(i) effectively registered under the Securities Act or disposed of in
accordance with the registration statement covering them or (ii)
transferred pursuant to Rule 144 under the Securities Act (or any similar
rule then in force).

     11.8. REGISTRATION EXPENSES.  The term "REGISTRATION EXPENSES" means
all expenses incident to the Company's performance of or compliance with
this Agreement, including without limitation all registration and filing
fees, fees and expenses of compliance with securities or blue sky laws,
printing expenses, messenger and delivery expenses, expenses and fees for
listing the securities to be registered on exchanges or trading system on
which similar securities issued by the Company are then listed or
included, and fees and disbursements of counsel for the Company.

     11.9. RESTRICTED FORM.  The term "RESTRICTED FORM" shall mean a form
of registration statement under the Securities Act which imposes for its
use a limitation on the maximum value or number of securities to be
included therein.

     11.10. SECURITIES ACT.  The term "SECURITIES ACT" shall mean the
Securities Act of 1933, as amended.

     11.11. SELLING STOCKHOLDER.  The term "SELLING STOCKHOLDER" means
any Stockholder who requests inclusion of all or a portion of its shares
of Registrable Securities in a Demand Registration pursuant to Sections 1
herein or a Piggyback Registration pursuant to Section 2.

     11.12. SHORT FORM.  The term "SHORT FORM" shall have the meaning set
forth in Section 1.1 hereof.

     11.13. STOCKHOLDERS.  The term "STOCKHOLDER" or shall have the
meaning set forth in the first paragraph hereof, and the term
"STOCKHOLDERS" shall mean, collectively, the Stockholder and any other
holder(s) of Warrants issued by the Company.

     11.14. UNDERWRITING COMMISSIONS.  The term "UNDERWRITING
COMMISSIONS" means all underwriting discounts or commissions relating to
the sale of securities of the Company, but excludes any expenses
reimbursed to underwriters.


12.   Miscellaneous
12.1. NOTICES.  Any notices required hereunder shall be sent by certified
or registered mail, and shall be addressed to the address of the
Company's corporate headquartered in the case of any notice to the
Company, and until changed by notice to the Company, to the Stockholders
at their address set forth opposite their signatures hereto.

     12.2. AMENDMENTS AND WAIVERS.  The provisions of this Agreement may
be amended and the Company may take any action herein prohibited, or omit
to perform any act herein required to be performed by it, if the Company
has obtained the written consent of the Stockholders which own 51% of the
Registrable Securities.

     12.3. SUCCESSORS AND ASSIGNS.  All covenants and agreements in this
Agreement by or on behalf of any of the parties hereto will bind and
inure to the benefit of the respective transferees, successors and
personal representatives of the Stockholders.  The rights to cause the
Company to register Registrable Securities pursuant to this Agreement
shall follow the Warrants, and the Warrant Stock and shall be exercisable
by the holders of any Warrants or Warrant Stock, including any
transferees of Warrants or Warrant Stock.

     12.4. GOVERNING LAW.  All questions concerning the construction,
validity and interpretation of this Agreement will be governed by the law
of the State of Connecticut.

     12.5. COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, each of which shall be considered to be an original
instrument and to be effective as of the date first written above.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


                                   STANDARD MANAGEMENT CORPORATION



                                   By STEPHEN M. COONS
                                        Name:  Stephen M. Coons, Esq.
                                        Title:  Executive Vice President
                                   and General Counsel

                                   FLEET NATIONAL BANK



                                   By MILDRED CHAVARRIA JONES
                                        Name:  Mildred Chavarria Jones
                                        Title:  Vice President